RECORD WITHOUT FEE
PURSUANT TO GOV'T CODE SECTION 6103
Recording Requested by:
Office of the City Attorney
City of Santa Clara, California
When Recorded, Mail to
Office of the City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Form per Gov't Code Section 27361.6 [SPACE ABOVE THIS LINE FOR RECORDER'S USE] The undersigned declares that this document is recorded at the request of and for the benefit of the City of Santa Clara and therefore is exempt from the payment of the recording fee pursuant to Government Code $6103 and 27383 and from the payment of the Documentary Transfer Tax pursuant to Revenue anc Taxation Code §11922.
PARK MAINTENANCE AGREEMENT
BY AND BETWEEN
THE CITY OF SANTA CLARA, CALIFORNIA
AND
TOD BROKAW, LLC
This Park Maintenance Agreement (Agreement") is entered into this . day of _ 2023 ("Effective Date"), by and between the CITY OF SANTA CLARA, CALIFORNIA, a chartered California municipal corporation ("City'") and TOD BROKAW, LLC, a California Limited Liability Company ("Project Owner"). City and Project Owner may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
City and Project Owner enter into this Agreement on the basis of the following facts, understandings and intentions, and the following recitals are a substantive part of this Agreement:
A. Project Owner is the fee title owner of that certain real property located in the City and more particularly described on Exhibit A attached hereto (the "Project Site").
B. The City and Project Owner are parties to that certain Development Agreement (Gateway Crossings), recorded in the Official Records of Santa Clara County, California on October 9, 2019 as Document No. 24300322 (the "Development Agreement") with respect to the development of the Project Site with an infill mixed-use project as more particularly described therein (the "Project").
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Pursuant and subject to applicable provisions and requirements of the Development Agreement and Santa Clara City Code ('SCCC") Chapter 17.35 (collectively, the "Parkland Requirements"), Developer is obligated to improve and thereafter dedicate to City, and whereupon City intends to accept, certain lands within the Project Site for an approximately 2.1 acre neighborhood park and a minimum 0.46 acre linear park (collectively the "Parklands") are more particularly described on Exhibit B-1 and depicted on the site plan in Exhibit B-2 attached hereto. The naming of the parks will follow City Council Policy No. 035.
D. Pursuant to applicable provisions and requirements of the Development Agreement, the City and Project Owner are parties to that certain Park Improvement Agreement, executed on or about 2023 and recorded in the Official Records of Santa Clara County, California on , 2023 as Document No. (the
"Park Improvement Agreement").
E. Also pursuant to the Development Agreement, Project Owner or Project Owner's successors and assigns are obligated to maintain and repair the Parklands and to enter into a separate agreement with City, for the life of the Project, providing for such maintenance. This Agreement is being entered into in satisfaction of such obligation to enter into a separate agreement with the City for maintenance of the Parklands.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth in this Agreement and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
Recitals Incorporated. The foregoing recitals are true and correct and are part of this Agreement for all purposes.
Construction and Dedication of Parklands Improvements. The Parties acknowledge and agree that the design, construction and installation of all improvements and initial landscaping for the Parklands as described in and required by the Development Agreement and/or any other separate Park Improvement Agreement between City and Project Owner and any and all plans attached thereto or referenced therein or otherwise approved by City in connection therewith (collectively, the "Parklands Improvements"), the dedication of the Parklands upon completion of the Parklands Improvements, and the payment of any fees due in lieu of parkland dedication, shall be and remain governed exclusively by the provisions of the Development Agreement and the Park Improvement Agreement.
3. Maintenance of Parklands.
(a) Project Owner's Obligation. During the Maintenance Term (as hereinafter defined) and subject to the terms and conditions of this Agreement, Project Owner shall, at its sole cost and expense, provide labor, supervision, supplies, materials, equipment, and any and all other tools and manpower necessary to maintain and repair the Parklands to a level comparable to the level of maintenance and repairs performed by City within similar public parks located elsewhere within the City and otherwise in accordance with this Agreement (the "Maintenance Services"). In performing the Maintenance Services, Project Owner shall comply with the maintenance -2-
specifications set forth in Exhibit C attached hereto. As used herein, "Maintenance Term" shall mean the period of time commencing upon completion of the Parklands Improvements and expiring upon mutual written consent of the Parties.
(b) Right of Entry. At all times during the Maintenance Term, Project Owner and its employees, agents, representatives, contractors, and subcontractors shall have a non-exclusive license, coupled with an interest, and right of entry for pedestrians, vehicles, machinery and equipment into, over, across, and upon the Parklands as is reasonably necessary for access, ingress, egress, and all activities related to the Maintenance Services. In addition, Project Owner shall apply for any necessary encroachment permit from the City for each of the Parklands for performance of the Maintenance Services such that the permit shall be issued by the City not later than the date of transfer by Project Owner to City of dedicated fee title for each of the Parklands.
Parklands Operation. The Parties acknowledge and agree that, at all times during the Maintenance Term, the Parklands will be and remain public parks operated, controlled, supervised, and policed (including all emergency response services) solely by City, and open to the public during the hours then set by City. Notwithstanding any provision herein to the contrary,. nothing in this Agreement shall create, or be deemed to create, any responsibility or liability on the part of Project Owner, Developer (as defined in the Development Agreement) or any of their respective affiliates, successors or assigns, with respect to the operation, control, supervision, or policing of the Parklands. Nothing herein gives Project Owner the right to restrict or to exclude any person or entity from the Parklands during the Maintenance Term, but Project Owner may retain private security to protect private property within the Project Site in order to fulfill its operation and maintenance obligations under this Agreement. If Project Owner believes that any area of the Parklands needs to be restricted or closed temporarily for public safety purposes, including to perform the Maintenance Services, Project Owner may, upon not less than two (2) days' prior written notice to City (except in emergency situations), restrict or close such areas of the Parklands for a reasonable amount of time in order to allow the safety issues to be addressed.
Project Owner and/or its employees, agents, representatives, contractors, or subcontractors shall not store any equipment, materials, or supplies in, on, or upon the Parklands beyond such time reasonably necessary to perform any particular Maintenance Services for which they are needed, and shall take appropriate measures to secure the same and prevent any public access thereto. (d) Alterations. In performing the Maintenance Services, and except as otherwise subsequently agreed upon in writing by the Parties, Project Owner shall not make, and shall not be obligated to make, any improvements, alterations, additions, or changes to the Parklands or the Parklands Improvements.
manager or other designated representatives) of Project Owner and City's Director of Parks & Recreation ("Parks Director") or other designated representative(s) of City shall meet at the Parklands to inspect the Parklands and review the status and adequacy of the Maintenance Services provided herein by Project Owner.
4. Independent Contractor. Project Owner, in the performance of this Agreement, is an independent contractor. Project Owner shall maintain complete control over all of its employees, -3-
agents, representatives, contractors, and subcontractors in the performance of this Agreement.
Neither Project Owner nor any person retained by Project Owner may represent, act, or purport to act as the agent, employee, or representative of City. Neither Project Owner nor City is granted any right or authority to assume or create any obligation on behalf of the other. Project Owner shall be solely responsible for, and will pay, any excise taxes, fees, contributions, or charges applicable to the conduct of its business or which may be levied on its performance of the Maintenance Services hereunder.
Compliance with Laws. In the performance of the Maintenance Services, Project Owner shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments with jurisdiction, including without limitation, any and all applicable laws specified elsewhere in this Agreement (collectively "Applicable Laws"). Without limiting the generality of the foregoing provision, all persons retained by Project Owner to perform Maintenance Services required under this Agreement shall possess the requisite licenses and necessary permits to perform such Maintenance Services. The Parties acknowledge and agree that neither Project Owner nor any of its contractors or subcontractors will be receiving any payment from City for the Maintenance Services and that there is no requirement for the payment of prevailing wages in connection with the Maintenance Services.
6. Personnel/Identification.
(a) Qualifications. Any and all personnel employed or retained by Project Owner in the performance of any Maintenance Services shall be qualified to perform the duties assigned to them by Project Owner and shall be of good moral character. Project Owner shall use good faith efforts to ensure Project Owner's personnel conduct themselves at all times in a courteous and businesslike manner.
(b) Restricted Offenses. Project Owner shall use good faith efforts to ensure that any personnel retained by Project Owner to perform Maintenance Services shall not have any criminal record for offenses related to the possession or use of controlled substances, sex offenses or any criminal offense involving violence.
(c) Identification. Project Owner shall require all personnel who perform Maintenance Services to wear clothing or a nametag which bears the name of Project Owner or its contractor or subcontractor. The clothing worn by Project Owner's personnel shall be appropriate for the work assigned and shall give Project Owner's staff a neat and professional appearance. Project Owner's vehicles that park on the Parklands shall have appropriate identification as approved by the Parks Director (i.e., Project Owner's vehicles will not be allowed on the Parklands without the appropriate parking permit displayed on the dashboard).
Nondiscrimination. In the performance of this Agreement, Project Owner shall not discriminate, in any way, against any person on the basis of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law. -4-
8. Hold Harmless/Indemnification.
(a) To the extent permitted by law, Project Owner agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents (collectively, "City Parties") from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner to the extent arising from, or alleged to arise in whole or in part from, or in any way connected with the negligence or willful misconduct of Project Owner or its officers, employees, agents, representative, contractors or subcontractors in connection with the performance of the Maintenance Services by Project Owner pursuant to this Agreement. However, the obligation to indemnify shall not apply to the proportionate extent such liability is ultimately adjudicated to have arisen in whole or in part from the active negligence or willful misconduct of City or the City Parties; the obligation to defend is not similarly limited. (b) Project Owner's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Project Owner, against City (either alone, or jointly with Project Owner), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
(c) To the extent Project Owner is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Project Owner warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
Insurance Requirements. During the term of this Agreement, Project Owner (or its contractors or subcontractors performing the Maintenance Services) shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit D, entitled "Insurance Requirements."
10. Force Majeure.
(a) Defined. As used herein, "Force Majeure Event" shall mean any matter or condition beyond the reasonable control of a Party, including war, public emergency or calamity, fire, earthquake, extraordinary inclement weather, Acts of God, epidemics, strikes, labor disturbances or actions, civil disturbances or riots, litigation brought by third parties against either City or Project Owner or both, any failure by the other Party to comply with its obligations hereunder, or any governmental order or law (including any order or law of City which causes an interruption in the performance of this Agreement or prevents timely delivery of materials or supplies.
(b) Excuse from Performance. Should a Force Majeure Event prevent performance of this Agreement, in whole or in part, the Party affected by the Force Majeure Event shall be excused or performance under this Agreement shall be suspended to the extent commensurate with the Force Majeure Event; provided that the Party availing itself of this Section shall notify the other -5-
Party within ten (10) days of the affected Party's knowledge of the commencement of the Force Majeure Event; and provided further that the time of suspension or excuse shall not extend beyond that reasonably necessitated by the Force Majeure Event. (c) Exclusions. Notwithstanding the foregoing, the following shall not excuse or suspend performance under this Agreement:
1. Performance under this Agreement shall not be suspended or excused for any matter or condition that does not constitute a Force Majeure Event as defined in Section 10(a).
2. Negligence or failure of either Party to perform its obligations under this Agreement shall not constitute a Force Majeure Event.
3. The inability of Project Owner for any reason to have access to funds necessary to carry out its obligations under this Agreement or the termination of any contract by any contractor or subcontractor or for Project Owner's default under such contract shall not constitute a Force Majeure Event.
11. Assignment. Subject to the provisions of this Section, Project Owner may not assign any rights, duties, or obligations under this Agreement without the prior written consent of City, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that the City acknowledges and agrees that the Project Owner is authorized to hire, and to delegate to, appropriately qualified contractors and/or subcontractors to perform the Maintenance Services under this Agreement. The assignment of Project Owner's rights, duties and obligations hereunder to any of the following entities or persons shall not require approval of City and shall automatically result in the release of the assigning Project Owner from its obligations hereunder: (i) any entity or person that receives a permitted Transfer (as defined in the Development Agreement) of Project Owner's interests, rights and obligations under and pursuant to the Development Agreement; (ii) any entity that is an affiliate of Project Owner; (iii) any other party comprising Project Owner; (iv) any entity or person that acquires or leases any portion of the Project Site, provided said entity or person consents to said assignment; and (v) any owners' association covering the Project Site that is responsible for the Maintenance Services. As used herein, an "affiliate of Project Owner" means any entity that directly or indirectly controls or is controlled by or under common control with Project Owner (whether through the ownership or control of voting interests, by contract, or otherwise). Any attempt by Project Owner to assign or transfer this Agreement in violation of this Section will be voidable at City's sole discretion. Any contractor or subcontractor retained by Project Owner to perform and satisfy any terms, conditions or obligations under this Agreement shall receive a copy of this Agreement and be contractually required to comply with this Agreement. Project Owner shall be responsible for all contractors or subcontractors retained by Project Owner, or on its behalf, to perform any Maintenance Services under this Agreement.
12. Project Owner's Default and Remedies. If Project Owner fails to perform any of the material terms, conditions, or obligations required to be performed by Project Owner under this Agreement, and such failure continues uncured for a period of thirty (30) days following Project Owner's receipt of written notice from City specifying Project Owner's breach (or such longer cure period in those instances where the specified breach cannot reasonably be cured within such 30- -6-
day period, provided Project Owner commences to cure the specified breach within such 30-day period and thereafter diligently pursues such cure to completion), Project Owner shall be deemed to be in default under this Agreement (a "Project Owner's Default"). In the event of a Project Owner's Default, City, as its sole and exclusive remedy, may either (a) take all reasonable steps to cure such Project Owner's Default and recover damages from Project Owner for the direct costs and expenses incurred by City in such cure of Project Owner's Default; or (b) seek specific performance by Project Owner of the cure of such Project Owner's Default.
Notices. All notices, demands, consents, requests, approvals, disapprovals, designations or other communications (all of the foregoing hereinafter referred to as "notice") pursuant to this Agreement shall be in writing and delivered in person, by commercial courier or by first-class certified mail, postage prepaid. Notices shall be deemed to have been properly given if (a) served personally, or (b) mailed, when deposited with the United States Postal Service within the boundaries of the continental United States for registered or certified delivery, return receipt requested, with postage prepaid, or (c) sent by receipted overnight courier, postage prepaid, or (d) sent by email, in each case addressed to the applicable recipient as follows:
To City:
City of Santa Clara
Attn: City Manager
1500 Warburton Avenue
Santa Clara, California 95050
Or by email at: [email protected]
With copy to:
City of Santa Clara
Attn: Director of Parks & Recreation
1500 Warburton Avenue
Santa Clara, California 95050
Or by email at [email protected]
To Project Owner:
TOD BROKAW, LLC
c/o Edward Storm and Deke Hunter
10121 Miller Ave., Suite 200
Cupertino, CA 95014
Or by email at: [email protected] and [email protected] With copy to:
David H. Blackwell, Esq.
Allen Matkins Leck Gamble Mallory & Natsis LLP
3 Embarcadero Center, 12th Floor
San Francisco, CA 94111-4074
[email protected]
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The business day the e-mail was sent shall control the date notice was deemed given. An e-mail transmitted atter 1:00 p.m. on a Friday, or on a holiday, shall be deemed to have been transmitted on the following business day. Any Party may change its address for notices by giving written notice to the other Party in the manner set forth above.
14. General Provisions.
(a) Entire Agreement. This Agreement, including all Exhibits attached thereto, constitutes the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. The Parties acknowledge and agree that this Agreement satisfies in full any and all obligations of Project Owner and other Developer parties under Section 4.12 (Dedication of Open Space and Parks), Project Conditions of Approval C27 and PR3 and any other applicable provisions of the Development Agreement and Applicable Laws with respect to maintenance and repairs of the Parklands and the Parklands Improvements.
Amendment. The provisions of this Agreement may be altered, amended, or repealed, in whole or in part, only by the mutual agreement of the Parties in writing. The City Manager is authorized to amend this Agreement on behalf of the City. (c) Waiver. No waiver of any provision of this Agreement shall be binding unless executed in writing by the Party making the waiver. No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless the written waiver so specifies.
Construction. Section headings in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement. As used herein: (i) the singular shall include the plural (and vice versa) and the masculine or neuter gender shall include the feminine gender (and vice versa) where the context so requires; (ii) locative adverbs such as "herein," "hereto," and "hereunder" shall refer to this Agreement in its entirety and not to any specific Section or paragraph; (iii) the terms "include," "including," and similar terms shall be construed as though followed immediately by the phrase "but not limited to;" and (iv) "shall," "will" and "must" are mandatory and "may" is permissive. The Parties have jointly participated in the negotiation and drafting of this Agreement, and this Agreement shall be construed fairly and equally as to the parties, without regard to any rules of construction relating to the Party who drafted a particular provision of this Agreement. (e) Severability. If any term or provision of this Agreement is ever determined to be invalid or unenforceable for any reason, such term or provision shall be severed from this Agreement without affecting the validity or enforceability of the remainder of this Agreement.
Actions by City. Where this Agreement requires of permits City to act and no officer of the City is specified, the City Manager or the designated representative of the City Manager has the authority to act on City's behalf.
(g) Binding Nature. Subject to the provisions of Section 11 and this Section, this Agreement binds and inures to the benefit of the Parties and their respective successors, assigns and legal representatives. Subject to the preceding provisions of this Section, this Agreement and -8-
all provisions thereof constitute covenants running with the land comprising the Project Site and shall be binding upon Project Owner and Project Owner's successors and assigns during the term of their respective ownership of the Project Site or any legal parcel, lot or interest therein (whether or not such successors or assigns have executed any assignment or assumption agreement with the prior Project Owner); provided however that, notwithstanding the foregoing or any other provision herein to the contrary, this Agreement and the provisions thereof shall not be binding upon (A) any lender or mortgagee of Project Owner (unless such lender or mortgagee elects in writing, in its sole and absolute discretion, to assume the rights and obligations of Project Owner hereunder) or (B) any assigning Project Owner released from its obligations hereunder pursuant to the applicable provisions of Section 11. Upon the request of either Party, the Parties shall execute and record in the Official Records of Santa Clara County a mutually acceptable memorandum of this Agreement with respect to those portions of the Project Site owned by each Project Owner then bound by this Agreement.
(h) Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California. (i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that the signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURES ON FOLLOWING PAGE]
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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:
Approved as to Form: Dated:
GLEN R. GOOGINS JOVAN D. GROGAN
City Attorney City Manager
City of Santa Clara 1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"CITY"
TOD Brokaw, LLC,
a California limited liability company
By: H/S Brokaw, LLC,
a California limited liability company
Its: Manager
By:
lame Derek K. Hunter, J
Title:
By:
Name: Edward D. Storm
Title: Manager
Local Address: 10121 Miller Avenue, Suite 200 Cupertino, CA 950r4 Email Address: [email protected]
Telephone: 408-255-4120
Fax: 408-996-8425
"PROJECT OWNER"
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ACKNOWLEDGMENT
A notary public or other officer completing this
State of California
County of Santa Clara
On September 15, 2023 before me, - D. Gaines, Notary Public (insert name and title of the officer)
personally appeared Derek K. Hunter, Jr
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in his/ker/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
D. GAINES
Notary Public - California
WITNESS my hand and official seal. Santa Clara County
Commission # 2345251
My Comm. Expires Feb 5, 2025
Signature (Seal)
ACKNOWLEDGMENT
A notary public or other officer completing this
State of California
County of Santa Clara
On September 15, 2023 before me, - D. Gaines, Notary Public (insert name and title of the officer)
personally appeared Edward D. Storm
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in his/her/their authorized capacity(ies), and that by his/hertheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
D. GAINES
WITNESS my hand and official seal. Notary Public - California Santa Clara County
Commission # 2345251
My Comm. Expires Feb 5, 2025
l. Sail
Signature_ (Seal)
Exhibit A
Park Maintenance Agreement
Legal Description of Project Site
September 1, 1023
Project No. A18034-17
EXHIBIT "A"
LEGAL DESCRIPTION
All that certain real property situated in the City of Santa Clara and Partially in the City of San Jose, County of Santa Clara, State of Califomia, being all of Lots One, Two, Legal Description prepared by Kier of Wright Civil Engineers and Surveyors, Inc.
LAND
N. AMST SURVE YOR
09/01/2023 Ryant. Amaya, LS 8134
Date
* *
No, 8134
OF
2:2016:418034-17 DOCS SURVEY-LEGAL DESCRIPTIONS:1+ Lot: 2023-09-01-AI 8034-17-Legal Descriptico for 14 Los - Gatesay Crossings.doc
Exhibit A
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Exhibit B-1
to
Park Maintenance Agreement
Legal Description of Neighborhood & Mini Parklands
(Following Page)
Ryhibit B-1
- 1-
April 7, 2023
Project No. A1803417
EXHIBIT "B-1"
LEGAL DESCRIPTION
All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, being all of Lot Six as shown on that certain 14 lot subdivision Map of Tract 10532 for "Gateway Crossings", filed for record on October 6, 2020, in Book 933 at Pages 38 through 42, Official Records of Santa Clara County Legal Description prepared by Kier && Wright Civil Engineers and Surveyors, Inc.
LAND
LICENSED SURVEYOR
04/07/2023_
Date Ryan M. Amaya, , L'S. 8134 *
No. 8134
STATE OF CALIFORHIA
2:2018 A18034-17 DOCS:SURVEY LEGAL DESCRIPTIONS LOT SIX -GATEWAY CROSSINGS 2023-04-07-A18034-17-Lega Description for Lot Six Gateway Crossings doc
Exhibit B-1
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April 7, 2023
Project No. A18034-17
EXHIBIT "B-1"
LEGAL DESCRIPTION
All that certain real property situated in the City of Santa Clara, County of Santa Clara tate of California, being all of Lot Seven as shown on that certain 14 lot subdivisio Map of Tract 10532 for "Gateway Crossings", filed for record on October 6, 2020, in Book 933 at Pages 38 through 42, Official Records of Santa Clara County.
Legal Description prepared by Kier &- Wright Civil Engineers and Survegors, Inc.
LAND
LICENSED SURVE YOR
04/07/2023 Harassinays
Date Ryan M. Amaya, L'S. 8134
*
No. 8134
STATE OF GALIFORNIA
Exhibit B-1
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COLEMAN AVENUE AIRPORT
Moor: 22 C
REMAINDER LOT
ROAD NEWHALL DRIVE I
HE LOTENE
ABBREVIATIONS
PARCEL "8"
PARCEL C -
DETAIL.
LOT TWO
BASIS OF BEARINGS
Exhibit B-2 to Park Maintenance Agreement Diagram of Parklands Exhibit B-2 -1- 11 < WONDO WAY
OT:
LOT FOUR - PARCE LOT THREE TRACT NO. 10532
GATEWAY CROSSINGS
NO ONE CHE VECE
-CHAMPIONS WAY
CONSING OR 39 SETS
MY KIER+WRIGHT
REINE
Job No. A18034-17 SAM2018-01183/PLN2016-12321 SHEET 3 CF 5 24644406
#SAW REMO
SHALE - CX0ESM08 BULONG •
CHASYAIN MACE
Exhibit B-2
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RICKABAJGH WAY
PLAY AREA PLAZA
MULTHUGE
LANN
CHASTAIN PLACE
Exhibit B-2 -3-
MULTI-UBE
Exhibit C
to
Park Maintenance Agreement
Landscape Maintenance Specifications and Requirements for City of Santa Clara Parks (Following Page)
Exhibit C
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Landscape Maintenance Specifications and Requirements for City of Santa Clara Parks Turf Care
1. Mowing to be performed at a uniform height in alternating patterns on a weekly basis.
Mulching mowers are allowed. Turf to be clean of debris upon completion.
2. Edging along sidewalks and curbs with power edger, weekly.
3. A 6" - 12" buffer zone to be maintained around all obstacles including buildings, fencing, light fixtures, signs, trees, etc., weekly.
4. Mechanical aeration to be performed two times per year.
5. Overseeding of turf, weekly due to pet damage.
6. Annual fall overseeding included as part of the overall maintenance program.
7. Fertilize turf 4x per year, not to exceed 6lb of Nitrogen per 1000 sq. ft. annually.
8. Spray broadleaf weeds quarterly.
Ground Cover, Shrubs And Vine Care
1. Pruning shall be performed to maintain neat, clean and well-defined appearance within all general boundaries including sidewalks and structures.
2. A 6" - 12" buffer zone to be maintained around all obstacles including buildings, fencing, light fixtures, signs, trees, etc.
3. Fertilize 3x per year.
4. Mulch all bare planter areas quarterly with approved Recology arbor mulch.
Tree Care
1. Pruning shall be performed to develop trunk caliper and scaffolding branches and includes the removal of dead and damaged branches, which can be reached from the ground with an extension pole pruner.
2. Prune for 8' clearance over walkways and 15' over parking areas and streets.
3. Labor and materials for tree staking, ties and guying requirements are included.
Plant Health
1. Control diseases, pests and weeds mechanically and via product material per approved guidelines and requirements.
2. Apply fertilization product material to provide lush, green and healthy appearance, to maintain all plant material in a state of perpetual growth. After application process, clean up any overspray of product material, immediately.
3. Provide any tests and reports as required once per year, to investigate soil chemistry, disease and insects and other factors to maintain the landscape in a healthy state.
Disease, Pest and Weed Control
1. Control all plant material diseases, pests, weeds and rodents mechanically and via Agrieved product massin per De parin of esa der sulationed rest range chara guidelines and requirements.
2. Spray or manually remove weeds in all hardscape on a monthly basis.
Exhibit C
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Irrigation Management
1. Manage controller units for scheduled operation during evening hours. Provide system adjustments, cleaning, modifications and minor repairs to meet plant requirements esulting in maximizing water usage, while minimizing runoff and overspray.
2. Provide monthly system inspections. Complete thorough irrigation inspections in February and September and report via Irrigation Tracking Sheets.
3. Repairs per unit pricing rates.
4. Hand watering is included, to maintain plant material in a healthy state, which has inadequate irrigation coverage.
Extra Work
1. Sod replacement and shrub replacement as needed to maintain a full and lush appearance.
2. Plant and irrigation replacements required due to damage by others.
3. In-fill and installation of decomposed granite pathway material.
General
1. Daily: Site review and trash clean up to be performed first thing each morning. Walkways to be swept or blown for pedestrian access. Equipment commencement after 8:00a.m.
2. Rake and groom decomposed granite pathways weekly.
Graffiti Abatement
Damaged Signs and Park Elements: Within one (1) week of identification In Instances of Objectionable Content: Within twenty-four (24) hours of identification Playground Maintenance/Routine
1. Follow all safety precautions and wear all appropriate personal protective equipment
2. Check overall assessment of equipment.
3. inspect all components to ensure parts are not missing
4. Check equipment for unsafe conditions. No missing guards or rails
5. Check equipment for proper function, make adjustments if needed
6. Check painted surfaces for a consistent painted finish
7. Painted surfaces show a consistent painted finish. Is repainting needed?
8. Ensure equipment anchored and secured correctly
9. Tighten any loose parts that need adjustment
10. Check for any signs of corrosion or rust
11. Lubricate moving parts as necessary
Exhibit C
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EXHIBIT D
INSURANCE REQUIREMENTS
As used herein, the term "Contractor" shall mean and refer to the party providing the insurance, whether Property Owner or its contractors or subcontracts. coverages. provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 each occurrence
$1,000,000 general aggregate
$1,000,000 products/completed operations aggregate
$1,000,000 personal injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01, with minimum policy limits of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as,
EXHIBIT D
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Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
C. WORKERS' COMPENSATION
Workers' Compensation Insurance Policy as required by statute and employer's liability with the following limits: at least one million dollars {$1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury.
The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Acts), Disability Benefits Acts) or other employee benefits acts).
This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self- insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractors insurance.
3. Cancellation.
a. Contractor shall provide City with written notice at least ten (10) days prior to the effective date of any cancellation of the coverage provided due to non-payment of premiums. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
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Contractor shall provide City with written notice at least thirty (30) days prior to the effective date of any cancellation of the coverage provided due to any cause save and except non-payment of premiums. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.
Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved In the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.
Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor {of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement.
Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.
EXHIBIT D
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EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office {ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance {or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements.
Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara Parks & Recreation Department
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
EXHIBIT D
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